Bøger af Alexandra Reed Lajoux

The authoritative guide M&A professionals have relied on for 35 years-with critical new insights and approaches based on lessons learned from major events and trends of the 2020s For senior executives, bankers, attorneys, accountants, and others, The Art of M&A is the go-to resource for anyone conducting or advising on M&A transactions. It guides you through all phases of the process, covering strategy, valuation, financing, structuring, due diligence, negotiation, closing, and integration/divestitures. Complete with updated research, case law, tax codes, accounting standards, and regulations, this new edition reflects important changes in practices, market trends, court decisions, and state and federal regulations. Updates include: . New deal examples throughout, from Kroger's/Albertson to X Holdings I, Inc./Twitter. The latest Delaware legal cases affecting merger agreements, including "fiduciary out" and "material adverse change" clauses critical to buyers and sellers alike. Brand-new topics, such as de-SPACing, locked-boxes, the one percent US buyback tax, and the pending global minimum tax The Art of M&A is an indispensable resource for anyone engaged in envisioning, structuring, closing, and prospering from deals that benefit everyone involved.

Real-World Guidance to Help You Determine the Most Advantageous Structure for a Merger, Acquisition, or Buyout M&A activity is on the rise again, but the rules of mergers, acquisitions, and buyouts have changed dramatically since the last M&A craze. Today more than ever, a thorough understanding of the intertwined legal, accounting, and tax codes is vital for dealmakers looking to both minimize risk and maximize the potential for short- and long-term profitability. The Art of M&A Structuring uses the trademark Q&A format of McGraw-Hill's popular Art of M&A series to illuminate the key aspects of this hot-button topic. Let this clear, straightforward treatise provide you with the structural knowledge you need on every important M/A/B aspect: Legal--Securities laws; asset versus stock transactions; spin-offs, split-offs, and split-ups; off-balance sheet entities; earnouts; "alternative" M&A structures Accounting--Latest FASB statements and SEC disclosure requirements; impact of deal structure on reported earnings; compensation and benefits issues Tax--Tax-efficient structures; taxable, tax-free, and tax-deferred transactions; "Morris Trust" rules The key to the success of any M/A/B transaction lies in the details. The Art of M&A Structuring shows you how to keep details from becoming dealbreakers. Let it help you determine the best approach for measuring and mitigating foreseen and unforeseen risks--and concluding each deal to the satisfaction and benefit of everyone involved. "M&A is a complex arena. Any given transaction can have literally hundreds of 'moving parts' that must be taken into account as one seeks the best structure for a particular deal. This book identifies the principal elements to be found in an M/A/B structure, and shows their interrelationships." --From Chapter 1 Mergers, acquisitions, and buyouts have always been among the most complex, fragile, and perilous of business transactions. To add to the confusion, regulators have responded to calls for greater transparency by eliminating key methodologies often used to hide financial risk, such as poolings of interest, and overhauling structuring techniques such as special purpose entities. The Art of M&A Structuring succeeds at shedding much-needed light on a constantly changing area that continues to be murky at best. Drawing on its authors' unquestioned M/A/B knowledge and experience as well as input from top practitioners and thought leaders, this well-organized, easy-to-follow reference guide asks and answers every vital question. Nowhere else will you find such a detailed yet easy-to-understand roadmap, with clear answers to common questions including: "What structuring tools can be used to bridge the buyer-seller valuation gap?" "How can I mitigate my tax liability in a taxable transaction?" "How can I avoid 'losing my shirt' in a minority investment?" "What pitfalls must I avoid in negotiating a strategic alliance?" "What should I know before buying a company out of bankruptcy?" For successful completion of an M/A/B deal, success in the meticulous deal planning and structuring is increasingly necessary to satisfy the numerous, often-conflicting goals of buyers, sellers, investors, and lenders. Whether you are looking for a detailed introduction to this endlessly fascinating field or are currently involved in any of today's myriad and unforgiving types of M/A/B transactions, let The Art of M&A Structuring help you to eliminate unwelcome surprises--and structure a deal that works well today as it passes the critical test of time.

This series aims to increase dialogue between and within the private and public sectors on the leading environmental, social, and governance issues of our time. Exploring and testing the very purpose of corporations and governments, the series features practical solutions to complex challenges.

The new and updated edition of the M&A classic delivers everything you need to develop and implement winning deals in the post-crisis landscape The Art of M&A is a one-stop guide to every facet of mergers and acquisitions for all high-level stakeholders. In addition to thorough updates on strategy, valuation, financing, structuring, due diligence, and other essential topics, it provides critical new content on: .The impact of the JOBS Act and recent rules affecting IPOs .New FASB rules for revenue recognition and lease accounting .Delaware's new Section 251(h) .New valuation principles .Changes to tax laws in the U.S. and Europe.New landmark M&A casesThis guide is a must-read for everyone on both the buy and sell sides-including senior executives tasked with growing their businesses; investment bankers who structure transactions; attorneys responsible for due diligence, negotiation, and closing; and accountants who advise buyers and sellers.

A detailed guide to the discipline of corporate valuationDesigned for the professional investor who is building an investment portfolio that includes equity, Corporate Valuation for Portfolio Investment takes you through a range of approaches, including those primarily based on assets, earnings, cash flow, and securities prices, as well as hybrid techniques.Along the way, it discusses the importance of qualitative measures such as governance, which go well beyond generally accepted accounting principles and international financial reporting standards, and addresses a variety of special situations in the life cycle of businesses, including initial public offerings and bankruptcies. Engaging and informative, Corporate Valuation for Portfolio Investment also contains formulas, checklists, and models that the authors, or other experts, have found useful in making equity investments.* Presents more than a dozen hybrid approaches to valuation, explaining their relevance to different types of investors* Charts stock market trends, both verbally and visually, enabling investors to think like traders when needed* Offers valuation guidance based on less quantitative factors, namely management quality and factors relating to the company and the economyCorporate Valuation for Portfolio Investment puts this dynamic discipline in perspective and presents proven ways to determine the value of corporate equity securities for the purpose of portfolio investment.

Provides the facts on integration of compensation plans, FASB and GAAP accounting rules, strategies for merging IT systems and processes, and more.